Yatra Online

Growth in the customer base using cost-effective technology solutions

Grow "Share Of Wallet" With Existing Customers-Leverage its Multi-Channel Approach and its Loyalty Programs

Further Strengthen its focus on Corporate business

Invest in Technology "One-Stop Shop" For All Travel Needs

Fuel Growth Through Innovative Acquisition Strategies

Leverage its existing travel agent network in Tier II and Tier III cities

Trusted brand with a proven track record and targeted marketing strategy;

Its Synergistic Multi-Channel Platform for Business and Leisure Travelers;

Comprehensive Selection of Service and Product Offerings;

Large and Loyal Customer Base;

Integrated Technology Platform;

Experienced management team with an established track record;

Largest inventory of Domestic Hotels;

Corporate relationships.

The COVID-19 pandemic has had, and is expected to continue to have, a material adverse impact on the travel industry and its business, financial performance and liquidity position.

The Indian travel industry is highly competitive and its may not be able to effectively compete in the future.

The company is exposed to risks associated with Indian businesses, particularly those in the Indian travel industry, including bankruptcies, restructurings, consolidations and alliances of its partners, the credit worthiness of these partners, and the possible obligation to make payments to its partners.

The company is dependent on its airline ticketing business, which generates a significant percentage of its revenues and is derived from a small number of airline suppliers in India.

Air India has moved to a single GDS service provider platform for its domestic inventory; there can be no assurance that other airline suppliers will not institute similar measures.

The commission and other fees the company receive from airline suppliers (including its GDS service providers) for the sale of air tickets may be reduced or eliminated, and this could adversely affect its business and results of operations.

The company business depends on its relationships with a broad range of travel suppliers, and any adverse changes in these relationships, or its inability to enter into new relationships, could negatively affect its business, cash flows, and results of operations.

The company relies on third-party systems and service providers, and any disruption or adverse change in their business may have a material adverse effect on its business.

The company may not be able to adequately control and ensure the quality of travel products and services sourced from its travel suppliers. If there is any deterioration in the quality of their performance, its customers may seek damages from it and not continue using its online platform.

The termination of the merger with Ebix Inc. and related legal proceedings, may materially and adversely affect its results of operations.

Any failure to maintain the quality of its brand and reputation could have a material adverse effect on its business.

Intellectual property rights are important to its business and its cannot be sure that its intellectual property is protected from copying or use by others, and its may be subject to third-party claims for intellectual property rights infringement.

The company success depends on maintaining the integrity of the company systems and infrastructure, and adapting to technological developments, which may suffer from failures, capacity constraints, business interruptions and forces beyond its control.

The company success and future growth depend significantly on the company successful marketing efforts, and if such efforts are not successful, its business and financial results may be adversely impacted.

The company insurance coverage could prove inadequate to satisfy potential claims or protect it from potential operational hazards and losses which may have a material adverse effect on its financial condition, results of operations and cash flows.

The company may not be successful in implementing its growth strategies, which could adversely affect its business operations, financial condition and cash flows.

The expansion of its business to new geographic markets may expose it to additional risks.

Industry information included in this Draft Red Herring Prospectus has been derived from an industry report commissioned by it for such purpose. There can be no assurance that such third-party statistical, financial and other industry information is either complete or accurate.

The company relies on third party service providers for a significant portion of its operational services and its business may be adversely affected if they fail to meet its requirements or face operational disruptions.

The company Statutory Auditor has included emphasis of matters, in the their report on audited consolidated financial statements of the Company, its Subsidiaries and its joint venture.

The company is exposed to the proceedings or claims arising from travel-related accidents or customer misconducts during their travels, the occurrence of which may be beyond its control.

The company may be subject to legal or administrative proceedings regarding its travel products and services, information provided on its online platform or other aspects of its business operations, which may be time-consuming to defend and affect its reputation.

The company relies on assumptions and estimates to calculate certain of its key metrics, and real or perceived inaccuracies in such metrics may harm its reputation and negatively affect the company business.

The roll-out of new features, improvements and strategies may not meet its expectations.

The company may not be successful in pursuing strategic partnerships and acquisitions, and future partnerships and acquisitions may not bring it anticipated benefits.

The company propose to utilize the Net Proceeds to undertake acquisitions for which targets have not been identified. Net Proceeds to be utilized towards strategic investments, acquisitions and inorganic growth initiatives may be insufficient for the cost of such proposed inorganic acquisition and the deployment of Net Proceeds towards such inorganic growth initiatives may not take place within the period currently intended, and may be reduced or delayed.

Any variation in the utilisation of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

The company failure to raise additional capital or generate cash flows necessary to expand its operations and invest in new technologies in the future could reduce its ability to compete successfully and harm its results of operations or cause it to curtail or cease its operations.

Raising additional capital may cause dilution to the company shareholders, restrict its operations or require it to relinquish substantial rights.

The company could be negatively affected by changes in Internet search engine algorithms and dynamics, or search engine disintermediation.

Any inability or failure to adapt to technological developments, the evolving competitive landscape or industry trends could harm its business and competitiveness.

The company may be exposed to risks relating to processing, storage, use and disclosure of customer data of its customers or visitors to its website and mobile application.

The company and other OTAs are required to collect tax from airlines and deposit such tax with the Government of India. Its may not be able to recover such tax from airlines on behalf of whom its deposit such tax.

The company exposed to risks associated with the payments business, including online security and credit card fraud.

The company has, in the past entered into certain related party transactions and may continue to do so in future. Any related party transactions that are not on an arm`s length basis or that may lead to conflicts of interest may adversely affect its business, results of operation, cash flows and financial condition.

The company is dependent on a number of key personnel and its inability to attract or retain such persons or finding equally skilled personnel could adversely affect its business, results of operations, cash flows and financial condition.

There are outstanding litigation proceedings involving the Company, its Promoters and/ or its Directors, an adverse outcome in which, may have an adverse impact on its reputation, business, financial condition, results of operations and cash flows.

Infrastructure in India may not be upgraded in order to support higher internet penetration, which may adversely impact its business.

The company has in this Draft Red Herring Prospectus included certain Non-GAAP Measures and certain other industry measures related to its operations and financial performance. These Non-GAAP Measures and industry measures may not be comparable with financial or industry related statistical information of similar nomenclature computed and presented by other companies.

Inability to maintain adequate internal controls may affect its ability to effectively manage its operations, resulting in errors or information lapses.

The company quarterly results may fluctuate for a variety of reasons, including the seasonality in the leisure travel industry, and may not fully reflect the underlying performance of its business.

The company may need to make additional investments in the event of any slowdowns or disruptions in ongoing efforts to upgrade Internet infrastructure in India.

Internal or external fraud or misconduct or misrepresentation or mis-selling could adversely affect its reputation and the company results of operations.

Certain Directors and Key Management Personnel hold or may hold Equity Shares in the Company and can be considered as interested in the Company`s performance in addition to their remuneration and reimbursement of expenses.

Inaccurate information from suppliers of hotel room inventory may lead to customer complaints.

The company may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations, cash flows, and share price, which could cause you to lose some or all of your investment.

Any negative operating cash flows in the future would adversely affect its cash flow requirements, which may adversely affect its ability to operate its business and implement its growth plans, thereby affecting its financial condition.

Failure to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect its business, financial condition, cash flows and results of operations.

The company cannot assure that its will be able to secure adequate financing to meet its working capital requirements in the future on acceptable terms or in requisite time.

The company has issued Equity Shares at prices that may be lower than the Offer Price in the last 12 months.

The company has not made any dividend payments in the past and its ability to pay dividends in the future will depend on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company use of open source software could adversely affect its ability to offer its products and services and subject the company to possible litigation.

Inappropriate or fraudulent content may be displayed on its online platforms which may adversely affect its reputation and brand.

The company Promoters, THCL and ACDPL, will continue to retain majority shareholding in the Company after the Offer, which will allow them to exercise significant influence over the company.

The company will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the net proceeds from the Offer for Sale.

The company offices are located on leased premises and there can be no assurance that these leases will be renewed upon termination or that its will be able to obtain other premises on lease on same or similar commercial terms.

The company has certain contingent liabilities that have not been provided for in its financial statements, which if they materialise, may adversely affect its financial condition.

The company is required to comply with certain restrictive covenants under its financing agreements. Any noncompliance may lead to, amongst others, suspension of further drawdowns, which may adversely affect its business, results of operations, financial condition and cash flows.